Common use of General Letters of Credit Clause in Contracts

General Letters of Credit. Subject to the terms and conditions of this Agreement and upon the execution by the Borrower and the Bank of a Master Letter of Credit Agreement dated October 19, 2004 (as amended from time to time, the "Master Letter of Credit Agreement") and, the upon the execution and delivery by the Borrower, and the acceptance by the Bank, in its sole and absolute discretion, of, in each case, an application for letter of credit, the Bank agrees to issue or reissue for the account of the Borrower out of the Revolving Loan Availability, such General Letters of Credit in the standard form of the Bank and otherwise in form and substance acceptable to the Bank, from time to time during the term of this Agreement, provided that the General Letter of Credit Obligations may not at any time exceed in the aggregate the Maximum General Letter of Credit Obligation and provided, further, that no General Letter of Credit shall have an expiration date later than April 21, 2006, unless otherwise authorized by the Bank in writing. The Bank has issued certain letters of credit (the "Outstanding Old Brookdale General Letter of Credit") under the Old Brookdale Loan Agreement and a certain Master Letter of Credit Agreement dated March 31, 2004 (the "Old Brookdale MLCA") for the account of Old Brookdale, identified in Schedule 2.02 hereto, which Outstanding Old Brookdale General Letters of Credit are deemed General Letters of Credit issued out of the Revolving Loan Availability under this Agreement, and are otherwise deemed General Letters of Credit subject to and governed by the terms and conditions of this Agreement and the Master Letter of Credit Agreement. The amount of any payments made by the Bank with respect to draws made by a beneficiary under a General Letter of Credit shall be deemed to have been converted to a Revolving Loan as of the date such payment was made by the Bank to such beneficiary. Upon the occurrence of an Event of a Default and at the option of the Bank, all General Letter of Credit Obligations shall be converted to Revolving Loans, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower.

General Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth (including Section 3.8), at any time and from time to time on and after the Closing Date and prior to the General L/C Termination Date, each General Letter of this Agreement and Credit Issuer agrees to issue upon the execution by request of the Borrower (x) for the direct or indirect benefit of the Borrower and the Bank Restricted Subsidiaries and (y) for the direct or indirect benefit of a Master the Ultimate Parent and its other Subsidiaries (excluding the Oncor Subsidiaries) (in the case of this sub-clause (y), so long as the aggregate Stated Amount of all Letters of Credit issued by the General Letter of Credit Agreement dated October 19Issuers from the Closing Date for the Ultimate Parent and its other Subsidiaries’ benefit does not exceed $50,000,000), 2004 a letter of credit or letters of credit (the “General Letters of Credit” and each, a “General Letter of Credit”) in such form and with such Issuer Documents as amended from time to time, the "Master may be approved by such General Letter of Credit Agreement") and, Issuer in its reasonable discretion; provided that the upon the execution and delivery by the BorrowerBorrower shall be a co-applicant, and the acceptance by the Bank, in its sole jointly and absolute discretion, of, in severally liable with respect to each case, an application for letter General Letter of credit, the Bank agrees to issue or reissue Credit issued for the account of the Borrower out of Ultimate Parent and its Subsidiaries other than the Revolving Loan Availability, such Borrower; provided further that General Letters of Credit in issued for the standard form direct or indirect benefit of the Bank Ultimate Parent and otherwise in form its other Subsidiaries (excluding the Oncor Subsidiaries) other than the Borrower and substance acceptable the Restricted Subsidiaries shall be subject to Sections 10.5(b), (g), (i) and/or (v) and Section 10.12 hereof. (ii) Notwithstanding the foregoing, (A) no General Letter of Credit shall be issued, the Stated Amount of which, when added to the BankGeneral Letters of Credit Outstanding at such time, from time to time during would exceed the term lesser of this Agreement, provided that (x) the General Letter of Credit Obligations may not at any time exceed Commitment then in effect and (y) the aggregate the Maximum General L/C Collateral Account Balance, (B) no General Letter of Credit Obligation shall be issued by any General Letter of Credit Issuer the Stated Amount of which, when added to the General Letters of Credit Outstanding with respect to such General Letter of Credit Issuer, would exceed the lesser of (x) the Specified General Letter of Credit Commitment of such General Letter of Credit Issuer then in effect and provided(y) the General L/C Collateral Account Balance of the relevant General L/C Collateral Account, further, that no (C) each General Letter of Credit shall have an expiration date occurring no later than April 21, 2006the earlier of (x) one year after the date of issuance thereof, unless otherwise authorized agreed upon by the Bank in writing. The Bank has issued certain letters of credit (Administrative Agent and the "Outstanding Old Brookdale relevant General Letter of Credit"Credit Issuer or as provided under Section 3.2(b) under and (y) the Old Brookdale Loan Agreement and a certain Master Letter of Credit Agreement dated March 31General L/C Termination Date, 2004 (the "Old Brookdale MLCA"D) for the account of Old Brookdale, identified in Schedule 2.02 hereto, which Outstanding Old Brookdale General Letters of Credit are deemed General Letters of Credit issued out of the Revolving Loan Availability under this Agreement, and are otherwise deemed General Letters of Credit subject to and governed by the terms and conditions of this Agreement and the Master Letter of Credit Agreement. The amount of any payments made by the Bank with respect to draws made by a beneficiary under a each General Letter of Credit shall be deemed to have been converted to a Revolving Loan as of the date such payment was made by the Bank to such beneficiary. Upon the occurrence of an Event of a Default and at the option of the Bankdenominated in Dollars, all (E) no General Letter of Credit Obligations shall be converted issued if it would be illegal under any Applicable Law for the beneficiary of the General Letter of Credit to Revolving Loanshave a General Letter of Credit issued in its favor and (F) no General Letter of Credit shall be issued after the relevant General Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent or the Required Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such General Letter of Credit Issuer shall have received a written notice (x) of rescission of such notice from the party or parties originally delivering such notice, all without demand, presentment, protest (y) of the waiver of such Default or notice Event of any kind, all Default in accordance with the provisions of which are hereby waived by the BorrowerSection 13.1 or (z) that such Default or Event of Default is no longer continuing.

General Letters of Credit. Subject to the terms and conditions of this Agreement and upon the execution by the Borrower and the Bank of a Master Letter of Credit Agreement dated October 19, 2004 (as amended from time to time, the "Master Letter of Credit Agreement") and, the upon the execution and delivery by the Borrower, and the acceptance by the Bank, in its sole and absolute discretion, of, in each case, an application for letter of credit, the Bank agrees to issue or reissue for the account of the Borrower out of the Revolving Loan Availability, such General Letters of Credit in the standard form of the Bank and otherwise in form and substance acceptable to the Bank, from time to time during the term of this Agreement, provided that the General Letter of Credit Obligations may not at any time exceed in the aggregate the Maximum General Letter of Credit Obligation and provided, further, that no General Letter of Credit shall have an expiration date later than April 21May 31, 2006, unless otherwise authorized by the Bank in writing. The Bank has issued certain letters of credit (the "Outstanding Old Brookdale General Letter of Credit") under the Old Brookdale Loan Agreement and a certain Master Letter of Credit Agreement dated March 31, 2004 (the "Old Brookdale MLCA") for the account of Old Brookdale, identified in Schedule 2.02 hereto, Brookdale which Outstanding Old Brookdale General Letters of Credit are deemed General Letters of Credit issued out of the Revolving Loan Availability under this Agreement, and are otherwise deemed General Letters of Credit subject to and governed by the terms and conditions of this Agreement and the Master Letter of Credit Agreement. The amount of any payments made by the Bank with respect to draws made by a beneficiary under a General Letter of Credit shall be deemed to have been converted to a Revolving Loan as of the date such payment was made by the Bank to such beneficiary. Upon the occurrence of an Event of a Default and at the option of the Bank, all General Letter of Credit Obligations shall be converted to Revolving Loans, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower."

General Letters of Credit. Subject to the terms and conditions of this Agreement and upon the execution by the Borrower and the Bank of a Master Letter of Credit Agreement dated October 19, 2004 the date of this Agreement (as amended from time to time, the "Master Letter of Credit AgreementMASTER LETTER OF CREDIT AGREEMENT") and, the upon the execution and delivery by the Borrower, and the acceptance by the Bank, in its sole and absolute discretion, of, in each case, an application for letter of credit, the Bank agrees to issue or reissue for the account of the Borrower out of the Revolving Loan Availability, such General Letters of Credit in the standard form of the Bank and otherwise in form and substance acceptable to the Bank, from time to time during the term of this Agreement, provided that the General Letter of Credit Obligations may not at any time exceed in the aggregate the Maximum General Letter of Credit Obligation and provided, further, that no General Letter of Credit shall have an expiration date later than April 21May 31, 20062005, unless otherwise authorized by the Bank in writing. The Bank has issued certain letters of credit (the "Outstanding Old Brookdale General Letter of CreditOUTSTANDING OLD BROOKDALE GENERAL LETTER OF CREDIT") under the Old Brookdale Loan Agreement and a certain Master Letter of Credit Agreement dated March 31, 2004 (the "Old Brookdale OLD BROOKDALE MLCA") for the account of Old Brookdale, identified in Schedule 2.02 hereto, which Outstanding Old Brookdale General Letters of Credit are deemed General Letters of Credit issued out of the Revolving Loan Availability under this Agreement, and are otherwise deemed General Letters of Credit subject to and governed by the terms and conditions of this Agreement and the Master Letter of Credit Agreement. The amount of any payments made by the Bank with respect to draws made by a beneficiary under a General Letter of Credit shall be deemed to have been converted to a Revolving Loan as of the date such payment was made by the Bank to such beneficiary. Upon the occurrence of an Event of a Default and at the option of the Bank, all General Letter of Credit Obligations shall be converted to Revolving Loans, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower.

General Letters of Credit. Subject to the terms and conditions of this Agreement and upon the execution by the Borrower and the Bank of a Master Letter of Credit Agreement dated October 19, 2004 (as amended from time to time, the "Master Letter of Credit Agreement") and, the upon the execution and delivery by the Borrower, and the acceptance by the Bank, in its sole and absolute discretion, of, in each case, an application for letter of credit, the Bank agrees to issue or reissue for the account of the Borrower out of the Revolving Loan Availability, such General Letters of Credit in the standard form of the Bank and otherwise in form and substance acceptable to the Bank, from time to time during the term of this Agreement, provided that the General Letter of Credit Obligations may not at any time exceed in the aggregate the Maximum General Letter of Credit Obligation and provided, further, that no General Letter of Credit shall have an expiration date later than April 21May 31, 2006, unless otherwise authorized by the Bank in writing. The Bank has issued certain letters of credit (the "Outstanding Old Brookdale General Letter of Credit") under the Old Brookdale Loan Agreement and a certain Master Letter of Credit Agreement dated March 31, 2004 (the "Old Brookdale MLCA") for the account of Old Brookdale, identified in Schedule 2.02 hereto, which Outstanding Old Brookdale General Letters of Credit are deemed General Letters of Credit issued out of the Revolving Loan Availability under this Agreement, and are otherwise deemed General Letters of Credit subject to and governed by the terms and conditions of this Agreement and the Master Letter of Credit Agreement. The amount of any payments made by the Bank with respect to draws made by a beneficiary under a General Letter of Credit shall be deemed to have been converted to a Revolving Loan as of the date such payment was made by the Bank to such beneficiary. Upon the occurrence of an Event of a Default and at the option of the Bank, all General Letter of Credit Obligations shall be converted to Revolving Loans, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower." 5. AMENDMENT TO SECTION 2.03 AND SCHEDULE 2.03. Section 2.03 of the Loan Agreement is amended and restated in its entirety as follows: